After Melkor left her the next time, promising to return when his efforts permitted, she finally began to think about how she was going to protect herself from the burning Light.She studied the creatures that had eventually come to join her in the Darkness, judging their forms and habits and imagining herself in their place.At last she chose the one that seemed best suited to the twisting, winding cracks in Arda: one with enough legs to give her stability in whatever spot or position she might find herself, with enough eyes to penetrated even the thickest part of the Darkness, and with a shell that was hard and tough.

She then took a tiny portion of the Creative force that she had stolen from Melkor and turned it to the task of creating her new form, her shield; and when she was done, she was quite pleased with herself.Sleek it was, comfortable and secure.And like the creatures upon which she had based her design, she had given herself the ability to continue to create in a lesser way; where the smaller creatures of her Dark wove fine silk into delicate curtains, her silk was strong and impossible to escape.Setting that silk into curtains across well-traveled pathways never failed to capture stray creatures from Outside that had foolishly ventured into the Dark.

So it was that she discovered that, in this new form, she could hunger; yet with her silks, she could provide for herself.It was a small act of Destruction, nothing that she hadn't done many, many times before; only for the first time, she served her own purposes rather than those of the ungrateful Ones who dwelt in the Light.After the very first, she waited, fearing that Ilúvatar would speak to her and condemn her actions when not done to further His Intent, or for having stolen the ability to Create.Then she began to wonder if Melkor had been right after all, that Ilúvatar now sat back and merely watched as she and her siblings worked to prepare Arda for the coming of the Children of his Intent, no longer interfering or directing their actions at all.Encouraged when she drew neither censure nor ire, she cast her silken curtains wide and fed well.

In time, she even dared take her new form to the very edge of the Light, and she discovered that while the Light no longer burned, it blinded her.No, in this form into which she had sealed herself, she would forever be a creature of the Darkness and its associated Shadows; but this she did not mind.She had been a creature of Darkness from the very start, and it was fitting that she remain so.

Curious now, she began to test her skills and the capabilities in this new form and the bit of Creativity it included.Experimentation taught her that it was possible to use her silks and the gases that she could create within her to steal back pieces of Arda that the Light had stolen from her.Light itself could be consumed, and doing so increased both her size and her hunger.But she still remained true to her appointed task; for it would be a way to keep Ilúvatar from discerning and possibly punishing her for straying from his Intent.Between creating her own Darkness and hiding her movements within the cracks of the World, she could continue the acts of Destruction needed by the Others without exposing herself to the Light.

However, she was beginning to question her own diligence.Trapped she was within her beloved Darkness and in a form that she dared not leave - although willingly so on both counts - but she was also despised by the Others both for her chosen realm and the task she performed for them.This abuse, this denigration of what should have been appreciated, rankled more and more as time passed; and slowly her willingness to Destroy only that which was needed to make way for the New created by the Others abated.

After all, why should she labor on behalf of Others, only to reap derision and disgust as her reward?Why should her acts of Destruction not bring her greater power, greater control?Why should she, the forgotten, abused, mistreated Dark Daughter of Ilúvatar, entrusted with the more difficult task of clearing the way for new Creation, not enjoy some of the same benefits that her simpler-minded siblings enjoyed with impunity?After all, was that not why she had stolen Creative force from her Dark Lord in the first place?In the Darkness and the loneliness of Melkor's now-prolonged absence, her temper simmered and her resentment grew.

And yet, close to the Light she remained, although growing ever more resentful of it.Spinning her curtains of Dark silk, she crept along the hidden pathways of Arda, and yet she had become needful of what only the Light provided.Her hunger had grown to where she required the larger creatures of Light to sustain her, or indeed the Light itself as she reclaimed her bits of Arda; she dared not retreat unto the deepest corners of the Darkness to dwell.Her hatred for Light and for all of those who walked so freely and proudly beneath it grew apace of her need for what the Light could provide her.

In the fullness of time, she began to hear rumors, carried into the Darkness by those of her Dark creatures who could yet bear the Light, of a Dark Fortress being built by Melkor.And in her heart, she rejoiced even as she begrudged him the time and effort it was taking him to create such a citadel.Still, it was a statement with which she heartily concurred.Melkor had ever been ready to stand in the faces of the Others, challenging them for control over this Arda and the Children who would fill it.As much as he had no more right to possess Arda than the Others did, it pleased her to think that he continued to challenge their dominance.

Lonely for her lover and curious besides, she made her way northward to the mountains on the very edge of Creation where it was rumored the entrance to this Dark Fortress could be found.The closer she crept to the darkest peak, the more she discovered the much-vaunted beauty of the various acts of Creation in Arda had been overshadowed and changed.Melkor's shadow had grown long indeed - almost as long as her own.While creatures of the Light still abounded nearby, they were stunted and twisted into noxious pestilences that sought the Shadow as often as they did the Light.Water flowed, but it was choked with slime and mud and filth, and stank.The trees of the forests grew rank and chaotic, with limbs that twisted and were overhung with dank mosses; and beneath their branches hunted malignant and merciless predators who preferred the Shadows to the Light.

She celebrated the victory of Shadow over Light beneath the twisted trees, surrounded by creatures who were amazed to see One who was more one of them than of the hated Others.She even brought forth another mote of her stolen Creative force and set it to maturing deep within her until, with a bit of effort and painful labor, she produced a small sac of eggs which she hung in a high branch of the dankest tree.Ilúvatar had used his Intent to create His Children, she could do no less than He.In the fullness of time, it pleased her to think that her sons and daughters would rule the forests outside the fortress of their sire; that their existence would challenge Melkor without his even being aware of it.

Being so familiar with the way the manner in which the world had been folded and cracked and twisted, she soon found a way into the depths of the mountain, and the entrance to Melkor's new domain.The magnitude of it was daunting, but soon enough she could feel the echoes of his being, and knew she had found him.

But he knew not that she had approached, for he was exercising his anger and his thoughts thundered throughout the hallways and into every darkened corner.Manwë!She had to choose Manwë!I am the eldest, the strongest, the one who understands the most of Ilúvatar's Intent!Varda belonged to ME!How dare she scatter crystals of light and destroy the perfection of Ilmen, supposedly as gifts to me, and then run for compliments to her lover? How dare she throw my gifts of love back in my face, or tell me to take myself back to that abomination of Darkness who now grows bloated and ugly on the nectar of the lives of other creatures.

The day will come when she will regret choosing him over me.I, who would have loved her with every mote of my being!

She will never be content with him.I foresee this.And I shall make them all pay for her arrogance, her obsession with Light and things of Light and Air.Arda will be mine, the Children will worship ME, and I will crush Manwë for stealing her from me!

She withdrew, shocked beyond all measure.But…He said he loved me…Suddenly, she wanted nothing more than to put as much distance between herself and her betrayer as possible.He told me he was working toward building us a place where we could rule in the Darkness together.But he called me bloated.Ugly.An abomination.

He loved… loves… Varda?

Her pain and fury knew no bounds, and she writhed in agony.

He's no better than any of the Others!No, he's worse; at least the Others have never hidden their revulsion of what I have become, of what I do.I would bear their honest disgust far more willingly than Melkor's lying fawning.

He deceived me!I hate him.I shall hate him forever.

Sickened by even the thought of the moments of intimate sharing they had had in the past, she reached into herself and pulled out the remainder of the unspent Creative force that she had stolen from Melkor and found the deepest, darkest corner of the nearby Darkness into which to thrust it.Untended, un-nourished, it would hopefully languish and die, just as she wished Melkor would.

I would tell Manwë of this Fortress, if I did not find the idea of a coming conflict between the Arrogant and the Faithless so amusing.Let them battle between themselves.I shall sit in my Darkness and feed on all that remains, outlasting them all!

But she could not remove all that she had stolen; the mote of Creative force she had taken into herself to create the daughters she'd left on their sire's doorstep had been more powerful than she had imagined - and in taking it in as she had, it had become a part of her, impossible to excise.So, as she spun her webs to ease and conceal her way back to her beloved Darkness, she found she had to fashion more of the egg sacs from time to time.These lesser, accidental children she deposited in the Shadows as best she could, finding smaller cracks into the twisted maze of tunnels beneath Arda into which to thrust them.

They, too, would have to survive untended, un-nurtured, unwanted even by her; even as she had had to endure the long Ages unloved, untended, unappreciated.As unexpected and unpleasant as this was, it however suited her to think that she too was now doing her part to populate the World, and that her Children would in time share Arda with those of Ilúvatar.There would be Children of Darkness to balance the Children of Light.

oOoOo

The journey back to her home, to the nooks and crannies in the bowels of Arda that were so familiar that she need not use her eyes, took a long time.By now, the Others knew of Melkor's Fortress and were actively seeking it; and she didn't want to be caught up and questioned closely about her knowledge.So she wove her silken webs with care, only feeding enough to maintain her strength and in return leaving sacs of eggs and patches of reclaimed Darkness behind her.

But barely had she gained the opening into her extensive Dark Realm again when she felt the beginnings of rumbling beneath her many feet, a rumbling that only grew and became more violent.She scrambled into her Darkness and, panicked, rolled a huge boulder into the opening, blocking it entirely.The shaking worsened, and braced against the protective boulder that was all that stood between her and whatever was going on Outside, she felt the brush of intense heat flow over and past her.

It was as if all of Arda screamed in pain; even behind the protection of rock, she could hear in her mind the death-shrieks of the creatures of Light that had dwelled on the threshold of her lair.The very fabric of the World twisted and shook, to the extent that she began to fear that she herself would be crushed in the mayhem.And then, even more quickly than it began, all was silent - almost as silent as it had been in the very Beginning.

Shocked and fearful, she slowly righted herself and tested each leg to make certain they had not been tweaked or bent in the wrong directions.Several of her longer middle ones ached, but none refused to work.She could hear the creatures who shared her lair with her, each doing much the same thing.From the outside, however, not a murmur came.Carefully she scrabbled at the boulder in an attempt to pull it away from the opening again, but it wouldn't budge.Pebbles rained down from her efforts to dig around it to dislodge it; to no avail.

She went from hidden opening to hidden opening, finding many which had simply collapsed and others that seemed sealed from without with an incredibly hard and shiny slag that not even hard knocks from several legs at once could mar.Beginning to get frightened now, she scrambled along every tunnel she could think of until, finally, she found an opening at the very bottom of a deep ravine that was large enough to allow her exit.

Strange, the Light was gone.Able to see Arda for the very first time in Ages, she scrambled to the brink of the ravine and gazed around her at a landscape much changed from the one she remembered, a landscape lit only very dimly from the scattered crystals Varda had sprinkled into the depths of Ilmen.

All that she and the Others had worked for - all of it - was gone, with only ashes and a few remaining smoldering piles to mark where it had been most lush.Mountains were not where they were supposed to be - not where she remembered them from her many journeys under cover in order to clear the way for the New.Not a breath of air stirred, not the flap of a single insect wing, not a single bird's call.

Slowly she withdrew into the safety of her lair.What was she going to do now?

Then, from the Outside came the sound of familiar voices, only now raised in outrage and mourning.

And you say he is retreated into his Fortress?She grimaced.That was Manwë, trying to sound so very authoritative in gathering information.

He must be.It is the only place that he could have fled that would have survived the fires and upheaval.Shall we pursue him?Tulkas sounded angry.He only barely escaped me; surely he must still be within reach.

From a distance came the sound of soft weeping.She sniffed; Nienna was such a tender soul, crying at each and every act of necessary Destruction.It was Nienna who had had the greater influence on the Others, teaching them to be reviled by the loss of the slightest flame of life in their precious Creation. Listen to her sniveling, she thought with revulsion of her own.Such a waste of effort!Has she nothing better to do, nothing else to offer?

Yavanna sounded resigned.Even now, Aulë attempts to stop the World from shaking itself into Oblivion, and the fires did not reach everywhere.Melkor can wait for another day, when we have salvaged as much of our long labors as possible.

To dislodge Melkor would take worse than has already befallen Arda, Manwë announced grimly.Yavanna is right; we should see to saving all of our long work.And as we do, we must think of a way to defeat Melkor that does not jeopardize everything we hold precious.

We cannot stay here indefinitely.This land is marred and broken; I suggest we leave the ruin to Melkor and remove ourselves to a safer haven.The Western Lands suffered far less destruction than Arda.We should go there; from there we can again reach out and attempt to re-beautify Arda in preparation for the Children without fear of Melkor's interference.

She shifted uneasily in her sheltering Darkness.Retreating?Leaving this seared and useless land to Melkor?How would she eat?What would she eat?Too long had it been since she had existed merely on the knowledge of Ilúvatar's Intent; she would starve if she stayed.As much as she detested the entire idea, she would have to follow the Others somehow to wherever it was that they intended to dwell from now on.

And so it was that she wove her webs of Darkness to hide herself as she followed the traces of her siblings, as she wove a thick and waterproof pad of silk that would carry her across the Sea to the West, where the Others claimed more sheltered Lands remained.The trip across the Sea was hard and dangerous; she dared not attempt to try to guide her floating web lest she attract the attention of Ulmo, who detested her.She clung to her little raft with all eight legs in calm seas as well as the height of the raging storm, and at times almost wished that Ilúvatar still hearkened to the pleas of his Ainur.

At last, however, she was cast up on the rocks that lay just before the tall cliffs of a foreboding land.Once more weaving her webs, only this time into a path that floated across the remaining water between her and her salvation, she made her way ashore.Then, and only then, did she dance and caper at the edge of the water, celebrating her triumph in the face of not only Ulmo and his prejudices, but Melkor and his twisted desire to bring all under his rule.

Inland, in the distance, she could see tall mountains; and she smiled contentedly to herself.Better than anyone, even the Others, she knew that mountains held openings into the inner Darkness of Arda - into the very heart of the world.She would seek the highest peak she could find and there make for herself a new home.And she would keep herself in close proximity to the Others - but remain unseen.They all had much work to do to restore the World; they would need her acts of Destruction.But from now on, she was serving herself alone.They could benefit from her efforts, claim the newly cleared as place to Create anew as much as they desired, but she would care not.As long as she could feed herself, she would be content.

As a promise to her new land, as well as herself, she fastened an egg sac in the highest branches of tree and left those within to fend for themselves.